As filed with the Securities and Exchange Commission on October 25, 2017
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
CARRIZO OIL & GAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Texas
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76-0415919
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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500 Dallas Street, Suite 2300
Houston, Texas 77002
(713) 328-1000
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Marcus G.
Bolinder
Associate General Counsel
Carrizo Oil & Gas, Inc.
500 Dallas Street, Suite 2300
Houston, Texas 77002
(713) 328-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Gene J.
Oshman
Travis J. Wofford
Baker Botts L.L.P.
One
Shell Plaza
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
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Exact Name of Additional Registrants
as Specified in Their Respective Charters*
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Jurisdiction of
Incorporation/Organization
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I.R.S. Employer
Identification Number
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Bandelier Pipeline Holding, LLC
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Delaware
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27-0629697
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Carrizo (Eagle Ford) LLC
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Delaware
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45-2648836
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Carrizo (Marcellus) LLC
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Delaware
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26-3529055
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Carrizo (Marcellus) WV LLC
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Delaware
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27-3279601
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Carrizo (Niobrara) LLC
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Delaware
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45-2648909
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Carrizo (Permian) LLC
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Delaware
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46-2191866
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Carrizo (Utica) LLC
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Delaware
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45-3092066
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Carrizo Marcellus Holding Inc.
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Delaware
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26-3528920
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CLLR, Inc.
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Delaware
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20-5154104
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Hondo Pipeline, Inc.
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Delaware
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26-1309563
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Mescalero Pipeline, LLC
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Delaware
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27-0638159
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The address and telephone number of each additional registrants principal executive office is 500 Dallas Street, Suite 2300, Houston, Texas 77002, Telephone
(713) 328-1000.
The agent for service for each additional registrant is Marcus G. Bolinder at 500 Dallas Street, Suite 2300, Houston, Texas 77002, Telephone (713)
328-1000.
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Approximate date of commencement of proposed sale to the public
:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be Registered/
Proposed Maximum Aggregate Offering
Price/ Amount of Registration
Fee(1)(2)(3)
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Debt Securities
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Common Stock, par value $0.01 per share
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Preferred Stock, par value $0.01 per share
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Warrants
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Guarantees of Debt Securities(4)
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Depositary Shares(5)
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Share Purchase Contracts
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Units(6)
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Total
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(1)
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There is being registered hereunder such indeterminate number or amount of debt securities, common stock, preferred stock, warrants and guarantees of debt securities as may from time to time be issued at indeterminate
prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or
with other securities registered hereunder.
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(2)
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In reliance on Rule 456(b) and Rule 457(r) under the Securities Act, the registrant hereby defers payment of the registration fee required in connection with this Registration Statement.
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(3)
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Pursuant to Rule 416, there is also being registered hereunder such indeterminate amount of securities as may from time to time be issuable as a result of stock splits, stock dividends or applicable antidilution
provisions.
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(4)
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Bandelier Pipeline Holding, LLC, Carrizo (Eagle Ford) LLC, Carrizo (Marcellus) LLC, Carrizo (Marcellus) WV LLC, Carrizo (Niobrara) LLC, Carrizo (Permian) LLC, Carrizo (Utica) LLC, Carrizo Marcellus Holding Inc., CLLR,
Inc., Hondo Pipeline, Inc. and Mescalero Pipeline, LLC may fully and unconditionally guarantee any series of debt securities of Carrizo Oil & Gas, Inc. Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees of
the debt securities being registered.
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(5)
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The depositary shares being registered will be evidenced by depositary receipts issued under a deposit agreement. If the registrant elects to offer fractional interests in preferred stock to the public, depositary
receipts will be distributed to the investors purchasing the fractional interests, and the preferred stock will be issued to the depositary under the deposit agreement.
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(6)
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Each unit will be issued under a unit agreement or indenture and will represent an interest in any combination of two or more securities, which may or may not be separable from one another.
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Prospectus
Carrizo Oil & Gas, Inc.
Senior Debt Securities
Subordinated Debt Securities
Common Stock
Preferred
Stock
Warrants
Guarantees of Debt Securities
Depositary Shares
Share
Purchase Contracts
Units
We may offer
from time to time senior debt securities, subordinated debt securities, guarantees of debt securities, common stock, preferred stock, warrants, depositary shares, share purchase contracts and units. We may offer the securities separately or
together, in separate series or classes and in amounts, at prices and on terms described in one or more offerings. We will provide the specific terms of the securities in supplements to this prospectus. In addition, selling shareholders to be named
in a prospectus supplement may offer and sell from time to time shares of our common stock in such amounts as set forth in a prospectus supplement. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale
of shares of our common stock by any selling shareholders. You should read this prospectus and any prospectus supplement carefully before you invest.
Our common stock is listed on the NASDAQ Global Select Market under the symbol CRZO.
You should consider carefully the
risk factors
beginning on page 1 of this prospectus, in any applicable
prospectus supplement and in any document we incorporate by reference before purchasing any of our securities.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 25, 2017.
Table of Contents
About This Prospectus
This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (SEC)
using a shelf registration process. Using this process, we may offer any combination of the securities described in this prospectus, and the selling shareholders may offer common stock, in one or more offerings. This prospectus provides
you with a general description of the securities that may be offered. Each time securities are offered pursuant to this prospectus, we will provide a prospectus supplement that will describe the specific terms of the offering. The prospectus
supplement may also add to, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus
supplement. Please carefully read this prospectus and any prospectus supplement, in addition to the information contained in the documents we refer to under the heading Where You Can Find More Information.
Neither we nor the selling shareholders have authorized anyone to provide you with any information or to make any representations other
than those contained in this prospectus or in any free writing prospectus made available by us. We and the selling shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. This prospectus may only be used where it is legal to sell the offered securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the cover of this prospectus and that any information
we have incorporated by reference is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such dates.
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Carrizo Oil & Gas, Inc.
In this prospectus and any prospectus supplement, unless indicated otherwise, references to Carrizo, the Company,
we and us refer to Carrizo Oil & Gas, Inc. and its subsidiaries.
Our Company
Carrizo Oil & Gas, Inc. is a Houston-based energy company actively engaged in the exploration, development, and production of oil and
gas from resource plays located in the United States. Our current operations are principally focused on proven, producing oil and gas plays primarily in the Eagle Ford Shale in South Texas and the Permian Basin in West Texas.
Corporate Information
Our principal
executive offices are located at 500 Dallas Street, Suite 2300, Houston, Texas 77002, and our telephone number at that location is
(713) 328-1000.
Information contained on our website,
http://www.carrizo.com, is not part of this prospectus.
Risk Factors
An investment in our securities involves risks. You should carefully consider all of the information contained in or incorporated by
reference in this prospectus or any prospectus supplement and other information which may be incorporated by reference in this prospectus or any prospectus supplement as provided under Where You Can Find More Information, including our
most recent Annual Report on Form
10-K,
any subsequent Quarterly Reports on Form
10-Q
or Current Reports on Form
8-K,
and all
other documents incorporated by reference into this prospectus or any prospectus supplement, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the Exchange Act). This prospectus and the documents
incorporated by reference also contain forward-looking statements that involve risks and uncertainties. Please read Forward-Looking Statements. Our actual results could differ materially from those anticipated in the forward-looking
statements as a result of certain factors, including the risks described elsewhere in this prospectus or any prospectus supplement and in the documents incorporated by reference into this prospectus or any prospectus supplement. If any of these
risks occur, our business, financial condition, results of operations or cash flows could be materially and adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment.
Additional risks not currently known to us or that we currently deem immaterial may also have a material adverse effect on us.
Risks Related to
Our Common Stock
The market price of our common stock is volatile.
The trading price of our common stock and the price at which we may sell common stock in the future are subject to large fluctuations in
response to any of the following:
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limited trading volume in our common stock;
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variations in operating results;
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our involvement in litigation;
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general U.S. or worldwide financial market conditions;
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conditions impacting the prices of oil and gas;
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announcements by us and our competitors;
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our liquidity and access to capital;
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our ability to raise additional funds;
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events impacting the energy industry;
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changes in government regulations; and
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other events, including those described in the documents incorporated by reference herein.
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We do not
anticipate paying dividends on our common stock in the near future.
We have not paid any dividends on our common stock in the
past and do not intend to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain any earnings for the future operation and development of our business, including exploration, development and acquisition
activities. Any future dividend payments will be restricted by the terms of our revolving credit facility, our senior notes and our preferred stock.
Certain anti-takeover provisions may affect your rights as a shareholder.
Our articles of incorporation authorize our board of directors to set the terms of and issue preferred stock without shareholder approval. Our
board of directors could use the preferred stock as a means to delay, defer or prevent a takeover attempt that a shareholder might consider to be in our best interest. In addition, our revolving credit facility and our indentures governing our
senior notes and our outstanding preferred stock contain terms that may restrict our ability to enter into change of control transactions, including requirements to repay borrowings under our revolving credit facility, to offer to repurchase senior
notes and to offer to redeem our preferred stock in either event upon a change of control, as determined under the relevant documents relating to such obligations. These provisions, along with specified provisions of the Texas Business Organizations
Code and our articles of incorporation and bylaws, may discourage or impede transactions involving actual or potential changes in our control, including transactions that otherwise could involve payment of a premium over prevailing market prices to
holders of our common stock.
Sales of substantial amounts of shares of our common stock could cause the price of our common stock to decrease.
This prospectus covers the issuance and sale by us and by selling shareholders of a substantial number of shares of our common
stock. Resales may also be made of common stock that may from time to time be issued with respect to the warrants and preferred stock that we sold in our August 2017 private placement. Our stock price may decrease due to the additional amount of
shares available in the market as a result of sales under this prospectus or such other prospectus.
A future issuance, sale or exchange of our
stock or warrants could trigger a limitation on our ability to utilize net operating loss carryforwards.
Our ability to utilize
U.S. net operating loss carryforwards to reduce future taxable income is subject to various limitations under the Internal Revenue Code of 1986, as amended (the Code). The utilization of such carryforwards may be limited under
Section 382 of the Code upon the occurrence of ownership changes resulting from issuances of our stock or the sale or exchange of our stock by certain shareholders if, as a result, there is an aggregate change of more than 50% in the beneficial
ownership of our stock during any three-year period. For this purpose, stock includes certain preferred stock and warrants. In the event of such an ownership change, Section 382 of the Code imposes an annual limitation on the amount
of our taxable income that can be offset by these loss carryforwards. The limitation is generally equal to the product of (a) the fair market value of our equity multiplied by (b) a percentage approximately equivalent to the yield on
long-term tax exempt bonds during the month in which an ownership change occurs. In addition, the limitation is increased if there are recognized
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built-in
gains during any post-change year, but only to the extent of any net unrealized
built-in
gains inherent in
the assets sold. Future issuances, sales or exchanges of our stock could, taken together with prior transactions with respect to our stock, trigger an ownership change under Section 382 of the Code and therefore a limitation on our ability to
utilize our U.S. loss carryforwards. Any such limitation could cause some of such loss carryforwards to expire before we would be able to utilize them to reduce taxable income in future periods, possibly resulting in a substantial income tax expense
or write down of our tax assets or both.
Holders of the 8.875% Redeemable Preferred Stock, par value $0.01 per share (the Redeemable
Preferred Stock), have rights that may restrict our ability to operate our business or that may be adverse to holders of our common stock.
The Statement of Resolutions under which the Redeemable Preferred Stock was issued (the Statement of Resolutions) contains
covenants that, among other things, so long as the selling shareholders beneficially own more than 50% of the outstanding Redeemable Preferred Stock, limit our ability to, without the written consent of a designated representative of the Redeemable
Preferred Stock, but subject to certain exceptions, (i) issue stock senior to or on parity with the Redeemable Preferred Stock, (ii) incur indebtedness that would cause us to exceed a specified leverage ratio, (iii) amend, modify,
alter or supplement our articles of incorporation or the Statement of Resolutions in a manner that would adversely affect the rights, preferences or privileges of the Redeemable Preferred Stock, (iv) enter into or amend certain debt agreements
that would be more restrictive on the payment of dividends on, or redemption of, the Redeemable Preferred Stock than those existing on the Redeemable Preferred Stock closing and (v) pay distributions on, purchase or redeem our common stock or
other stock junior to the Redeemable Preferred Stock that would cause us to exceed a specified leverage ratio. We can be required to redeem the Redeemable Preferred Stock (i) after the seventh anniversary of its initial issuance or (ii) at
any time we fail to pay a dividend, subject to limited cure rights.
Holders of the Redeemable Preferred Stock will, in certain
circumstances, have additional rights in the event we fail to timely pay dividends, fail to redeem the Redeemable Preferred Stock upon a change of control if required or fail to redeem the Redeemable Preferred Stock upon request of the holders of
the Redeemable Preferred Stock following the seventh anniversary of the date of issuing the Redeemable Preferred Stock. These rights include, subject to certain exceptions, (i) that holders of a majority of the then-outstanding Redeemable
Preferred Stock will have the exclusive right, voting separately as a class, to appoint and elect up to two directors to our board of directors, (ii) that approval of the holders of a majority of the then-outstanding Redeemable Preferred Stock
will be required prior to incurring indebtedness subject to a leverage ratio, declaring or paying prohibited distributions or issuing equity of subsidiaries to third parties; and (iii) that holders of a majority of the then-outstanding
Redeemable Preferred Stock will have the right to increase dividend payments and the ability to require us to pay dividends in common stock.
Holders of the Redeemable Preferred Stock also have limited voting rights, including those with respect to potential amendments to our
articles of incorporation or the Statement of Resolutions that have an adverse effect on the existing terms of the Redeemable Preferred Stock and in certain other limited circumstances or as required by law. See Description of Capital
StockPreferred Stock for additional information regarding the Redeemable Preferred Stock.
Risks Related to Our Debt Securities
A holders right to receive payments on the debt securities is effectively subordinate to the rights of our existing and future secured creditors.
Further, the guarantees of senior debt securities by the subsidiary guarantors are effectively subordinated to the subsidiary guarantors existing and future secured indebtedness.
Holders of our secured indebtedness and the secured indebtedness of the subsidiary guarantors will have claims that are prior to the claims of
holders of senior debt securities to the extent of the value of the assets
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securing that other indebtedness. Notably, we are party to a revolving credit facility, which is secured by liens on substantially all of our assets and guaranteed by all of our Material Domestic
Subsidiaries (as defined in the credit agreement governing our revolving credit facility). The senior debt securities will be effectively subordinated to that secured indebtedness. In the event of any distribution or payment of our assets in any
foreclosure, dissolution,
winding-up,
liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to our assets that constitute their collateral. Holders
of the senior debt securities will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the senior debt securities, and potentially with all of our other general creditors, based upon the
respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the senior debt securities. As a result, holders of senior
debt securities may receive less, ratably, than holders of secured indebtedness.
Holders of debt securities may be structurally subordinated to the
creditors of our subsidiaries.
Most of our interests are held through our wholly-owned subsidiaries. Contractual provisions or
laws, as well as our subsidiaries financial condition and operating requirements, may limit our ability to obtain cash from our subsidiaries that we use to pay our debt service obligations, including payments on the debt securities. In
addition, holders of the debt securities will have a junior position to the claims of creditors, including trade creditors and tort claimants, of our subsidiaries to the extent that our subsidiaries do not guarantee such debt securities. The debt
securities will be obligations exclusively of the Company and not of its subsidiaries, except to the extent such debt securities are guaranteed by one or more of our subsidiaries. Not all of our wholly-owned subsidiaries are, or are required to be,
subsidiary guarantors.
A holders right to receive payments on the debt securities could be adversely affected if any of our subsidiaries is
not a guarantor of the debt securities and declares bankruptcy, liquidates or reorganizes.
If any of our subsidiaries is not a
guarantor of the debt securities and declares bankruptcy, liquidates or reorganizes, holders of such subsidiarys indebtedness and its trade creditors will generally be entitled to payment of their claims from the assets of the subsidiary
before any assets are made available for distribution to us.
Changes in our credit ratings or the debt markets may adversely affect the market
price of our debt securities.
The market price of our debt securities will depend on a number of factors, including:
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our credit ratings with major credit rating agencies;
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the prevailing interest rates being paid by other companies similar to us;
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the market price of our common stock;
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our financial condition, operating performance and future prospects; and
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the overall condition of the financial markets and global and domestic economies.
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The
condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the market price of our debt securities. In addition, credit
rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the industries in which we operate as a whole and may change their credit rating for us based on their
overall view of such industries. A negative change in our rating could have an adverse effect on the market price of our debt securities.
A
financial failure by us or any of our subsidiaries may result in the assets of any or all of those entities becoming subject to the claims of all creditors of those entities.
A financial failure by us or any of our subsidiaries could materially adversely affect payment of the debt securities if a bankruptcy court
were to substantively consolidate us and some or all of our subsidiaries. If a
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bankruptcy court substantively consolidated us and some or all of our subsidiaries, the assets of each entity would become subject to the claims of creditors of all entities. Such a ruling would
expose holders of debt securities not only to the usual impairments arising from bankruptcy, but also to potential dilution of the amount ultimately recoverable because of the larger creditor base. Furthermore, a restructuring of the debt securities
could occur through the cramdown provisions of the U.S. Bankruptcy Code. Under those provisions, the debt securities could be restructured over the objections of holders of debt securities as to their interest rate, maturity and other
general terms.
A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which
would prevent the holders of our debt securities from relying on that subsidiary to satisfy claims.
Under U.S. bankruptcy law and
comparable provisions of state fraudulent transfer laws, our subsidiary guarantees can be voided, or claims under the subsidiary guarantees may be subordinated to all other debts of that subsidiary guarantor, if, among other things, the subsidiary
guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee
and:
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was insolvent or rendered insolvent by reason of such incurrence;
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was engaged in a business or transaction for which the guarantors remaining assets constituted unreasonably small capital; or
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intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
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Our subsidiary guarantees may also be voided, without regard to the above factors, if a court finds that the subsidiary guarantor entered into
the guarantee with the actual intent to hinder, delay or defraud its creditors.
A court would likely find that a subsidiary guarantor did
not receive reasonably equivalent value or fair consideration for its guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the guarantees. If a court were to void a subsidiary guarantee, you
would no longer have a claim against the subsidiary guarantor. Sufficient funds to repay our debt securities may not be available from other sources, including the remaining subsidiary guarantors, if any. In addition, the court might direct you to
repay any amounts that you already received from the subsidiary guarantor.
The measures of insolvency for purposes of fraudulent transfer
laws vary depending upon the governing law. Generally, a subsidiary guarantor would be considered insolvent if:
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the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;
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the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
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it could not pay its debts as they become due.
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Each subsidiary guarantee contains a provision
intended to limit the subsidiary guarantors liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. Such provision may not be effective to
protect the subsidiary guarantees from being voided under fraudulent transfer law.
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Our ability to obtain cash from our subsidiaries to make payments on our debt securities may be limited.
Most of our interests are conducted through our wholly-owned subsidiaries. Contractual provisions or laws, as well as our
subsidiaries financial condition and operating requirements, may limit our ability to obtain cash from our subsidiaries that we use to pay our debt service obligations. If we cannot meet our payment obligations on the debt securities, we may
be in default.
We may incur additional debt ranking equal to the debt securities.
If we incur additional debt that ranks equally with the debt securities, the holders of that debt will be entitled to share ratably with the
holders of the debt securities in any proceeds distributed in connection with any insolvency liquidation, reorganization, dissolution and other
winding-up
of us. This may have the effect of reducing the amount
of proceeds paid to holders of debt securities.
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Forward-Looking Statements
This prospectus, including the documents incorporated by reference in this prospectus, contains statements concerning our intentions,
expectations, projections, assessments of risks, estimations, beliefs, plans or predictions for the future, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts.
These statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding:
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our ability to explore for and develop oil and gas resources successfully and economically;
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our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other exploration activities;
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our estimates, guidance and forecasts, including those regarding timing and levels of production;
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changes in working capital requirements, reserves, and acreage;
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commodity price risk management activities and the impact on our average realized prices;
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anticipated trends in our business;
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availability of pipeline connections and water disposal on economic terms;
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effects of competition on us;
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our future results of operations;
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profitability of drilling locations;
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our liquidity and our ability to finance our exploration and development activities, including accessibility of borrowings under our revolving credit facility, our borrowing base, modification to financial covenants,
and the result of any borrowing base redetermination;
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our planned expenditures, prospects and capital expenditure plan;
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future market conditions in the oil and gas industry;
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our ability to make, integrate and develop acquisitions and realize any expected benefits or effects of completed acquisitions;
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possible future sales or other disposition transactions and the proceeds, results or benefits of any such transactions, including the timing thereof;
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the benefits, effects, availability of and results of new and existing joint ventures and sales transactions;
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our ability to maintain a sound financial position;
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receipt of receivables and proceeds from sales;
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our ability to complete planned transactions on desirable terms; and
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the impact of governmental regulation, taxes, market changes and world events.
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You generally
can identify our forward-looking statements by the words anticipate, believe, budgeted, continue, could, estimate, expect, forecast, goal,
intend, may, objective, plan, potential, predict, projection, possible, scheduled, should, guidance, or other similar
words. Such statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, those relating to a worldwide economic downturn, availability of financing, our dependence on our
exploratory drilling activities, the volatility of and changes in oil and gas prices, the need to replace reserves
7
depleted by production, impairments of proved oil and gas properties, operating risks of oil and gas operations, our dependence on our key personnel, factors that affect our ability to manage our
growth and achieve our business strategy, results, delays and uncertainties that may be encountered in drilling, development or production, interpretations and impact of oil and gas reserve estimation and disclosure requirements, activities and
approvals of our partners and parties with whom we have alliances, technological changes, capital requirements, the timing and amount of borrowing base determinations (including determinations by lenders) and availability under our revolving credit
facility, evaluations of us by lenders under our revolving credit facility in connection with acquisitions, other actions by lenders and holders of our capital stock, the potential impact of government regulations, including current and proposed
legislation and regulations related to hydraulic fracturing, oil and natural gas drilling, air emissions and climate change, regulatory determinations, litigation, competition, the uncertainty of reserve information and future net revenue estimates,
integration and other acquisition risks, other factors affecting our ability to reach agreements or complete acquisitions or dispositions, actions by sellers and buyers, effects of purchase price adjustments, availability of equipment and crews,
actions by midstream and other industry participants, weather, our ability to obtain permits and licenses, the results of audits and assessments, the failure to obtain certain bank and lease consents, the existence and resolution of title defects,
new taxes and impact fees, delays, costs and difficulties relating to our joint ventures, actions by joint venture parties, results of exploration activities, the availability, market conditions and completion of acquisitions and dispositions, costs
of oilfield services, completion and connection of wells and other factors detailed in this prospectus and our other filings with the SEC.
We have based our forward-looking statements on our managements beliefs and assumptions based on information available to our management
at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results
will not differ materially from those expressed or implied by our forward-looking statements.
Some of the factors that could cause actual
results to differ from those expressed or implied in forward-looking statements are described under Risk Factors and in other sections of this prospectus or any prospectus supplement and described under Risk Factors and
elsewhere in the documents that we incorporate by reference into this prospectus, including our most recent Annual Report on Form
10-K,
any subsequent Quarterly Reports on Form
10-Q
or Current Reports on Form
8-K,
and all other documents incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date
of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.
8
Use of Proceeds
Unless we inform you otherwise in the prospectus supplement, the net proceeds from the sale of the securities will be used for general
corporate purposes, including:
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repayment or refinancing of debt;
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capital expenditures; and
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repurchases and redemptions of securities.
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Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction of other short-term indebtedness.
Ratio of Earnings to Fixed Charges
The following table presents our historical ratio of earnings to fixed charges for each of the
years in the five-year period ended December 31, 2016 and for the six months ended June 30, 2017.
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Year Ended December 31,
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Six Months Ended
June 30,
2017
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2016
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2015
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2014
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2013
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2012
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Ratio of Earnings to Fixed Charges
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(1)
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(1)
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4.49x
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1.06x
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1.77x
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2.71x
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For purposes of this table, earnings consist of income or loss from continuing operations before
income taxes, plus fixed charges, less interest capitalized. Fixed charges consist of interest expensed and capitalized, amortized premiums, discounts, and capitalized costs related to indebtedness, and an estimate of the interest within
rental expense.
(1) For the years ended December 31, 2016 and 2015, earnings were insufficient to cover fixed charges by
$692.5 million and $1.3 billion, respectively, primarily due to
non-cash
impairments of proved oil and gas properties of $576.5 million and $1.2 billion, respectively.
We had no preferred stock outstanding for any historical period presented (although preferred stock was issued on August 10, 2017), and
accordingly, the ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges for those historical periods.
9
Description of Debt Securities
Our debt securities covered by this prospectus will be our general unsecured obligations. We will issue senior debt securities on a senior
unsecured basis under an indenture dated as of May 28, 2008, as amended or supplemented from time to time, among us, our subsidiaries Bandelier Pipeline Holding, LLC, Carrizo (Eagle Ford) LLC, Carrizo (Marcellus) LLC, Carrizo (Marcellus) WV
LLC, Carrizo (Niobrara) LLC, Carrizo (Permian) LLC, Carrizo (Utica) LLC, Carrizo Marcellus Holding Inc., CLLR, Inc., Hondo Pipeline, Inc., and Mescalero Pipeline, LLC (the Subsidiary Guarantors), and Wells Fargo Bank, National
Association, as trustee. We refer to this indenture as the senior indenture. We will issue subordinated debt securities under one or more separate indentures between us, the Subsidiary Guarantors, if applicable, and a trustee that we will name in
the prospectus supplement. We refer to any such indenture as a subordinated indenture. We refer to the senior indenture and any subordinated indentures collectively as the indentures. The senior indenture and any subordinated indentures will be
substantially identical, except for provisions relating to subordination. The senior debt securities will constitute senior debt and will rank equally with all of our unsecured and unsubordinated debt. The subordinated debt securities will be
subordinated to, and thus have a junior position to, our senior debt (as defined with respect to the series of subordinated debt securities) and may rank equally with or senior or junior to our other subordinated debt that may be outstanding from
time to time.
We have summarized material provisions of the indentures, the debt securities and the guarantees below. This summary is not
complete. We have filed the senior indenture and the form of subordinated indenture with the SEC as exhibits to the registration statement of which this prospectus is a part, and you should read the indentures for provisions that may be important to
you. Please read Where You Can Find More Information.
In this summary description of the debt securities, unless we state
otherwise or the context clearly indicates otherwise, all references to us or we mean Carrizo Oil & Gas, Inc. only.
Provisions Applicable to Each Indenture
General
The indentures do not limit the amount of debt securities that may be issued under each indenture, and do not limit the amount of
other unsecured debt or securities that we may issue. We may issue debt securities under the indentures from time to time in one or more series, each in an amount authorized prior to issuance. The indentures also give us the ability to reopen a
previous issue of a series of debt securities and issue additional debt securities of that series.
As of June 30, 2017, we had
approximately $282.3 million of secured indebtedness, consisting of borrowings outstanding under our revolving credit facility, and approximately $1.3 billion of senior unsecured debt securities outstanding under the senior indenture,
comprised of our 4.375% convertible senior notes due 2028 (our 4.375% convertible notes), 7.50% senior notes due 2020 (our 7.50% senior notes) and 6.25% senior notes due 2023 (our 6.25% senior notes). We
subsequently issued $250.0 million principal amount of our 8.25% senior notes due 2025 (our 8.25% senior notes). The Subsidiary Guarantors guaranteed our revolving credit facility, our 4.375% convertible notes, our 7.50% senior
notes, our 6.25% senior notes and our 8.25% senior notes.
The indentures do not contain any covenants or other provisions designed to
protect holders of the debt securities in the event we participate in a highly leveraged transaction or upon a change of control. The indentures also do not contain provisions that give holders the right to require us to repurchase their securities
in the event of a decline in our credit ratings for any reason, including as a result of a takeover, recapitalization or similar restructuring or otherwise.
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Terms
The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These
terms will include some or all of the following:
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whether the debt securities will be senior or subordinated debt securities;
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the title of the debt securities;
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the total principal amount of the debt securities;
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whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global debt securities held by a depositary on behalf of holders;
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the date or dates on which the principal of, and any premium on, the debt securities will be payable;
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any interest rate, the date from which interest will accrue, interest payment dates and record dates for interest payments;
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any right to extend or defer the interest payment periods and the duration of the extension;
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whether and under what circumstances any additional amounts with respect to the debt securities will be payable;
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whether debt securities are entitled to a guarantee of any Subsidiary Guarantors;
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the place or places where payments on the debt securities will be payable;
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any provisions for optional redemption or early repayment;
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any sinking fund or other provisions that would require the redemption, purchase or repayment of debt securities;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and integral multiples thereof;
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whether payments on the debt securities will be payable in foreign currency or currency units or another form and whether payments will be payable by reference to any index or formula;
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the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;
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any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations;
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any changes or additions to the events of default or covenants described in this prospectus;
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any restrictions or other provisions relating to the transfer or exchange of debt securities;
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any terms for the conversion or exchange of the debt securities for other securities of ours or any other entity;
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with respect to any subordinated indenture, any changes to the subordination provisions for the subordinated debt securities; and
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any other terms of the debt securities not prohibited by the applicable indenture.
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We may
sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If we sell these debt
securities, we will describe in the prospectus supplement any material U.S. federal income tax consequences and other special considerations.
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If we sell any of the debt securities for any foreign currency or currency unit or if payments on
the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the
foreign currency or currency unit.
Consolidation, Merger and Sale of Assets
We and the Subsidiary Guarantors may not consolidate with or merge into any entity or sell, lease, convey, transfer or otherwise dispose of all
or substantially all of our assets to any entity unless:
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immediately after giving effect to the transaction, no default or event of default would occur and be continuing or would result from the transaction; and
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if we or the Subsidiary Guarantor, as the case may be, is not the continuing entity, the resulting entity or transferee assumes the due and punctual payments on the debt securities and the performance of our covenants
and obligations under the indenture and the debt securities.
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Upon any such consolidation or merger in which we are not the
continuing entity or any such asset sale, lease, conveyance, transfer or disposition involving us, the resulting entity or transferee will be substituted for us under the applicable indenture and debt securities. In the case of an asset sale,
conveyance, transfer or disposition other than a lease, we will be released from the applicable indenture.
Events of Default
Unless we inform you otherwise in the prospectus supplement, the following are events of default with respect to a series of debt securities:
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failure to pay interest when due on that series of debt securities for 30 days;
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failure to pay principal of or any premium on that series of debt securities when due;
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failure to make any sinking fund payment when required for that series for 30 days; failure to comply with any covenant or agreement in that series of debt securities or the applicable indenture (other than an agreement
or covenant that has been included in the indenture solely for the benefit of one or more other series of debt securities) for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of each series of debt
securities issued under that indenture that are affected by that failure;
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specified events involving bankruptcy, insolvency or reorganization of Carrizo Oil & Gas, Inc. or any Subsidiary Guarantor, if it is a guarantor with respect to that series of debt securities and it is a
significant subsidiary as defined in Rule
1-02
of Regulation
S-X
promulgated under the Securities Act;
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specified events involving the guarantees; and
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any other event of default provided for in that series of debt securities.
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A default under
one series of debt securities will not necessarily be a default under another series. The indentures provide that the trustee generally must mail notice of a default or event of default of which it has actual knowledge to the registered holders of
the applicable debt securities within 90 days of occurrence. However, the trustee may withhold notice to the holders of the debt securities of any default or event of default (except in any payment on the debt securities) if the trustee considers it
in the interest of the holders of the debt securities to do so.
If an event of default relating to certain events of bankruptcy,
insolvency or reorganization occurs, the principal of and interest on all the debt securities issued under the applicable indenture will become immediately
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due and payable without any action on the part of the trustee or any holder. If any other event of default for any series of debt securities occurs and is continuing, the trustee or the holders
of at least 25% in principal amount of the outstanding debt securities of the series affected by the default may declare the principal of and all accrued and unpaid interest on those debt securities immediately due and payable. The holders of a
majority in principal amount of the outstanding debt securities of the series affected by the event of default may in some cases rescind this accelerated payment requirement.
A holder of a debt security of any series issued under an indenture may pursue any remedy under that indenture only if:
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the holder gives the trustee written notice of a continuing event of default for that series;
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the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;
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the holders offer to the trustee indemnity satisfactory to the trustee;
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the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and
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during that
60-day
period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request.
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This provision does not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue
payment.
In most cases, holders of a majority in principal amount of the outstanding debt securities of a series may direct the time,
method and place of:
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with respect to debt securities of a series, the conducting of any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the trustee relating to or arising as a result of
specified events of default; or
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with respect to all debt securities issued under the applicable indenture that are affected, the conducting of any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the
trustee relating to or arising other than as a result of such specified events of default.
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The trustee, however, may refuse
to follow any such direction that conflicts with law or the indentures, is unduly prejudicial to the rights of other holders of the debt securities, or would involve the trustee in personal liability. In addition, prior to acting at the direction of
holders, the trustee will be entitled to be indemnified by those holders against any loss and expenses caused thereby.
The indentures
require us to file each year with the trustee a written statement as to our compliance with the covenants contained in the applicable indenture.
Modification and Waiver
Each
indenture may be amended or supplemented if the holders of a majority in principal amount of the outstanding debt securities of each series issued under that indenture that are affected by the amendment or supplement consent to it. Without the
consent of the holder of each debt security issued under the indenture and affected, however, no modification to that indenture may:
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or change the time for payment of interest on the debt security; reduce the principal of, any
premium on or any mandatory sinking bond payment with respect to, or change the stated
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maturity of, the debt security, or reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity of
such debt security; reduce any premium payable on the redemption of the debt security or change the time at which the debt security may or must be redeemed;
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change any obligation to pay additional amounts on the debt security;
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make payments on the debt security payable in currency other than as originally stated in the debt security;
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impair the holders right to institute suit for the enforcement of any payment on the debt security;
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make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification;
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with respect to the subordinated indenture, modify the provisions relating to the subordination of any subordinated debt security in a manner adverse to the holder of that security; or
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waive a continuing default or event of default regarding any payment on the debt securities.
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Each indenture may be amended or supplemented or any provision of that indenture may be waived without the consent of any holders of debt
securities issued under that indenture in certain circumstances, including:
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to cure any ambiguity, omission, defect or inconsistency;
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to provide for the assumption of our obligations under the indenture by a successor upon any merger or consolidation or asset sale, lease, conveyance, transfer or other disposition of all or substantially all of our
assets, in each case as permitted under the indenture;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities;
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to provide any security for, any guarantees of or any additional obligors on any series of debt securities;
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to comply with any requirement to effect or maintain the qualification of that indenture under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act);
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to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under the indenture;
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to add events of default with respect to any debt securities;
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to make any change that does not adversely affect any outstanding debt securities of any series issued under that indenture in any material respect; provided, that any change made solely to conform the provisions of the
indenture to a description of debt securities in a prospectus supplement will not be deemed to adversely affect any outstanding debt securities of that series issued in any material respect; and
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to supplement the provisions of an indenture to permit or facilitate defeasance or discharge of securities that does not adversely affect any outstanding debt securities of any series issued under that indenture in any
material respect.
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The holders of a majority in principal amount of the outstanding debt securities of any series may waive
any existing or past default or event of default with respect to those debt securities. Those holders may not, however, waive any default or event of default in any payment on any debt security or compliance with a provision that cannot be amended
or supplemented without the consent of each holder affected.
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Defeasance
When we use the term defeasance, we mean discharge from some or all of our obligations under an indenture. If any combination of funds or
government securities are deposited with the trustee under an indenture sufficient to make payments on the debt securities of a series issued under that indenture on the dates those payments are due and payable, then, at our option, either of the
following will occur:
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we and any Subsidiary Guarantors will be discharged from our obligations with respect to the debt securities of that series (legal defeasance); or
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we and any Subsidiary Guarantors will no longer have any obligation to comply with the consolidation, merger and sale of assets covenant and other specified covenants relating to the debt securities of that series, and
the related events of default will no longer apply (covenant defeasance).
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If a series of debt securities is
defeased, the holders of the debt securities of the series affected will not be entitled to the benefits of the applicable indenture, except for obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated
debt securities or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium and interest on the debt securities and, if applicable, a Subsidiary Guarantors
guarantee of the payments, will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be required to deliver
to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of
counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.
Governing Law
New York law will govern the indentures, the debt securities and the guarantees.
Trustee
Wells Fargo Bank,
National Association, acts as trustee under the senior indenture. Unless we inform you otherwise in a prospectus supplement, Wells Fargo Bank, National Association, will act as trustee with respect to the senior debt securities described in such
prospectus supplement. We will name the trustee under a subordinated indenture in the prospectus supplement.
If an event of default
occurs under an indenture and is continuing, the trustee under that indenture will be required to use the degree of care and skill of a prudent person in the conduct of that persons own affairs. The trustee will become obligated to exercise
any of its powers under that indenture at the request of any of the holders of any debt securities issued under that indenture only after those holders have offered the trustee indemnity satisfactory to it.
Each indenture contains limitations on the right of the trustee, if it becomes our creditor or, if applicable, a creditor of any Subsidiary
Guarantor, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with us or, if applicable, any Subsidiary Guarantor. If,
however, it acquires any conflicting interest, it must eliminate that conflict or resign within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the applicable indenture, unless the default
has been cured, waived or otherwise eliminated within the
90-day
period.
Form, Exchange, Registration and
Transfer
The debt securities will be issued in registered form, without interest coupons. There will be no service charge for any
registration of transfer or exchange of the debt securities. However, payment of any transfer tax or similar governmental charge payable for that registration may be required.
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Debt securities of any series will be exchangeable for other debt securities of the same series,
the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any
transfer agent we designate. The security registrar or transfer agent will effect the transfer or exchange if its requirements and the requirements of the applicable indenture are met.
The trustee will be appointed as security registrar for the debt securities. If a prospectus supplement refers to any transfer agents we
initially designate, we may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. We may
at any time designate additional transfer agents for any series of debt securities.
In the case of any redemption, we will not be
required to register the transfer or exchange of:
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any debt security during a period beginning 15 business days prior to the mailing of any notice of redemption or mandatory offer to repurchase and ending at the close of business on the day of mailing of such notice; or
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any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.
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Payment and Paying Agent
Unless
we inform you otherwise in the prospectus supplement, payments on the debt securities will be made in U.S. dollars at the office of the trustee and any paying agent. At our option, however, payments may be made by wire transfer for global debt
securities or by check mailed to the address of the person entitled to the payment as it appears in the security register. Unless we inform you otherwise in the prospectus supplement, interest payments will be made to the person in whose name the
debt security is registered at the close of business on the record date for the interest payment.
Unless we inform you otherwise in the
prospectus supplement, the trustee under the applicable indenture will be designated as the paying agent for payments on debt securities issued under that indenture. We may at any time designate additional paying agents or rescind the designation of
any paying agent or approve a change in the office through which any paying agent acts.
If the principal of or any premium or interest on
debt securities of a series is payable on a day that is not a business day, the payment will be made on the next succeeding business day as if made on the date that the payment was due and no interest will accrue on that payment for the period from
and after the due date to the date of that payment on the next succeeding business date. For these purposes, unless we inform you otherwise in the prospectus supplement, a business day is any day that is not a Saturday, a Sunday or a day
on which banking institutions in any of New York, New York or Houston, Texas or a place of payment on the debt securities of that series is authorized or obligated by law, regulation or executive order to remain closed.
Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will pay to us upon written request any
money held by them for payments on the debt securities that remains unclaimed for two years after the date upon which that payment has become due. After payment to us, holders entitled to the money must look to us for payment. In that case, all
liability of the trustee or paying agent with respect to that money will cease.
Notices
Any notice required by the indentures to be provided to holders of the debt securities will be given by mail to the registered holders at the
addresses as they appear in the security register.
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Replacement of Debt Securities
We will replace any debt securities that become mutilated, destroyed, stolen or lost at the expense of the holder upon delivery to the trustee
of the mutilated debt securities or evidence of the loss, theft or destruction satisfactory to us and the trustee. In the case of a lost, stolen or destroyed debt security, indemnity satisfactory to the trustee and us may be required at the expense
of the holder of the debt securities before a replacement debt security will be issued.
Book-Entry Debt Securities
The debt securities of a series may be issued in the form of one or more global debt securities that would be deposited with a depositary or
its nominee identified in the prospectus supplement. Global debt securities may be issued in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of
owners of beneficial interests in any global debt security.
Provisions Applicable Solely to Subordinated Debt Securities
Subordination
Under the
subordinated indenture, payment of the principal of and any premium and interest on the subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all Senior Debt, as defined below.
Unless we inform you otherwise in the prospectus supplement, we may not make any payment of principal of, or any premium or interest on, the subordinated debt securities if we fail to pay the principal, interest, premium or any other amounts on any
Senior Debt when due.
The subordination does not affect our obligation, which is absolute and unconditional, to pay, when due, the
principal of and any premium and interest on the subordinated debt securities. In addition, the subordination does not prevent the occurrence of any default under the subordinated indenture.
The subordinated indenture does not limit the amount of Senior Debt that we may incur. As a result of the subordination of the subordinated
debt securities, if we become insolvent, holders of subordinated debt securities may receive less on a proportionate basis than other creditors.
Unless we inform you otherwise in the prospectus supplement, Senior Debt will mean all debt, including guarantees, of ours, unless
the debt states that it is not senior to the subordinated debt securities or our other junior debt. Senior Debt with respect to a series of subordinated debt securities could include other series of debt securities issued under a subordinated
indenture.
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Description of Guarantees of Debt Securities
Certain of our subsidiaries may issue guarantees of debt securities and other securities. The applicable prospectus supplement will describe
the terms of any guarantees. The guarantees will be issued pursuant to documents to be issued by us. You should read the particular terms of the documents, which will be described in more detail in the applicable prospectus supplement.
The Subsidiary Guarantors may fully and unconditionally guarantee on an unsecured basis the full and prompt payment of the principal of and
any premium and interest on the debt securities issued by us when and as the payment becomes due and payable, whether at maturity or otherwise. The guarantee provides that in the event of a default in the payment of principal of or any premium or
interest on a debt security, the holder of that debt security may institute legal proceedings directly against the applicable Subsidiary Guarantor to enforce the guarantee without first proceeding against us. If senior debt securities are so
guaranteed, the guarantee will rank equally with all of the Subsidiary Guarantors other unsecured and unsubordinated debt from time to time outstanding and senior to any subordinated debt of the Subsidiary Guarantor. If subordinated debt
securities are so guaranteed, the guarantee will be subordinated to all of the Subsidiary Guarantors other unsecured and unsubordinated debt from time to time outstanding.
The obligations of any Subsidiary Guarantor under the guarantee will be limited to the maximum amount that will not result in the obligations
of the Subsidiary Guarantor under the guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law, after giving effect to any other contingent and fixed liabilities of the Subsidiary Guarantor.
The guarantee may be released under certain circumstances. If we exercise our legal or covenant defeasance option with respect to debt
securities of a particular series as described above in Provisions Applicable to Each IndentureDefeasance, then any Subsidiary Guarantor will be released with respect to that series. Further, if no default has occurred and is
continuing under the indentures, and to the extent not otherwise prohibited by the indentures, any Subsidiary Guarantor will be unconditionally released and discharged from the guarantee:
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automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not our affiliate, of all of our equity interests in the Subsidiary Guarantor;
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automatically upon the merger of the Subsidiary Guarantor into us or any other Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or
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following delivery of a written notice by us to the trustee, upon the release of all guarantees by the Subsidiary Guarantor of any debt of ours for borrowed money, except for any series of debt securities.
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Description of Capital Stock
The description of our capital stock contained herein is a summary and is not intended to be complete. For a complete description of our
capital stock, please read our amended and restated articles of incorporation, as amended, and our amended and restated bylaws, as amended, which have been filed with the SEC.
General
Our authorized capital stock
consists of (1) 180,000,000 shares of common stock, par value $0.01 per share, and (2) 10,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2017, 81,454,621 shares of our common stock and 250,000 shares
of preferred stock were outstanding. The only issued and outstanding series of our preferred stock is our Redeemable Preferred Stock, as discussed below.
Common Stock
The holders of our common
stock are entitled to one vote per share on all matters on which such shareholders are permitted to vote. The holders of our common stock have no preemptive rights to purchase or subscribe for our securities, and our common stock is not convertible
or subject to redemption by us.
Subject to the rights of the holders of any class of our capital stock having any preference or priority
over our common stock, the holders of our common stock are entitled to dividends in such amounts as may be declared by our board of directors from time to time out of funds legally available for such payments and, if we are liquidated, dissolved or
wound up, to a ratable share of any distribution to shareholders, after satisfaction of all our liabilities and the prior rights of any outstanding class of our preferred stock.
Wells Fargo Shareholder Services is the registrar and transfer agent for our common stock. Our common stock is listed on the NASDAQ Global
Select Market under the symbol CRZO.
Preferred Stock
Our board of directors has the authority, without shareholder approval, to issue shares of preferred stock in one or more series, and to fix
the number of shares and terms of each such series. We have no present plan to issue shares of preferred stock.
The prospectus supplement
relating to any series of preferred stock we are offering will include specific terms relating to the offering and the name of any transfer agent for that series. We will file the form of the preferred stock with the SEC before we issue any of it,
and you should read it for provisions that may be important to you. The prospectus supplement will include some or all of the following terms:
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the title of the preferred stock;
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the maximum number of shares of the series;
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the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends will be cumulative;
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any liquidation preference;
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any optional redemption provisions;
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any sinking fund or other provisions that would obligate us to redeem or purchase the preferred stock;
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any terms for the conversion or exchange of the preferred stock for other securities of ours or any other entity;
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any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions on the rights of the shares.
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The issuance of shares of preferred stock could adversely affect the voting power of holders of our common stock, discourage an unsolicited
acquisition proposal or make it more difficult for a third party to gain control of the Company. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the
holder to block such a transaction or facilitate a business combination by including voting rights that would provide a required percentage vote of the shareholders. Although our board of directors is required to make any determination to issue
preferred stock based on its judgment as to the best interests of our shareholders, the board could act in a manner that would discourage an acquisition attempt or other transaction that some of the shareholders might believe to be in their best
interests or in which shareholders might receive a premium for their stock over the then market price of the stock. Our board of directors does not presently intend to seek shareholder approval prior to any issuance of currently authorized stock
unless otherwise required by law or the rules of the NASDAQ Stock Market. We do expect, as contemplated by the Redeemable Preferred Stock Purchase Agreement (as defined below), to seek shareholder approval for 2,750,000 shares of common stock to be
issued in respect of the warrants issued to certain funds managed or
sub-advised
by GSO Capital Partners LP and its affiliates (collectively, the GSO Funds) and for shares of common stock to be
issued in respect of the Redeemable Preferred Stock without any restriction that might otherwise be imposed under applicable rules of the NASDAQ Stock Market.
On June 28, 2017, we entered into the preferred stock purchase agreement (the Redeemable Preferred Stock Purchase Agreement)
with the GSO Funds under which we issued to the GSO Funds, on August 10, 2017, (i) 250,000 shares of the Redeemable Preferred Stock and (ii) warrants for 2,750,000 shares of common stock. Under the terms of the Redeemable Preferred Stock,
so long as the GSO Funds and their affiliates beneficially own more than 50% of the outstanding Redeemable Preferred Stock, the consent of a designated representative of the preferred stock (the Holder Representative) will be necessary
for effecting, subject to certain exceptions, any declaration or payment of dividends or distributions on, or redemptions or repurchases of, parity stock, common stock or any other shares of junior stock in excess of $15,000,000 per year
(Prohibited Distributions) that would cause us to exceed a specified leverage ratio. Additionally, our ability to declare or pay Prohibited Distributions will require the approval of the Holder Representative in the event that we do not
(i) pay in full all accrued and unpaid dividends on the Redeemable Preferred Stock within three months of the applicable dividend payment date, (ii) timely redeem the Redeemable Preferred Stock in full following the exercise of the
optional redemption right of the holders of the Preferred Stock or (iii) timely redeem the Redeemable Preferred Stock in full if required upon certain changes of control. The Redeemable Preferred Stock ranks senior to the common stock with
respect to the payment of dividends and distribution of assets upon liquidation, dissolution and
winding-up.
Special Meetings
Our articles of
incorporation provide that special meetings of our shareholders may be called only by the chairman of our board of directors, our president, a majority of our board of directors or by shareholders holding not less than 50% of our outstanding voting
stock.
Voting
Our common stock does
not have cumulative voting rights. Accordingly, holders of a majority of the total votes entitled to vote in an election of directors will be able to elect all of the directors, subject to any voting rights of a specific class or series of stock.
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Our articles of incorporation or Texas law requires the affirmative vote of holders of:
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66 2/3% of the outstanding shares entitled to vote on the matter to approve mergers, consolidations, share exchanges, liquidations, terminations or dispositions of all or substantially all of our assets to the
extent, for each of the foregoing transactions, that a shareholder vote is required under Texas law; and
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a majority of the outstanding shares entitled to vote on the matter to approve any amendment to our articles of incorporation for which a shareholder vote is required.
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The foregoing vote requirements are subject to the rights any class or series may have to separately vote on such matters as a class or
series.
Our bylaws provide that shareholders who wish to nominate directors or to bring business before a shareholders meeting must
notify us and provide pertinent information at least 80 days before the meeting date, or within 10 days after public announcement pursuant to our bylaws of the meeting date, if the meeting date has not been publicly announced at least 90 days in
advance.
Our articles of incorporation and bylaws provide that no director may be removed from office except for cause and upon the
affirmative vote of the holders of a majority of the votes entitled to be cast in the election of our directors. The following events constitute cause:
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the director has been convicted, or is granted immunity to testify where another has been convicted, of a felony;
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the director has been found by a court or by the affirmative vote of a majority of the total number of authorized directors (whether or not any vacancies exist) to be grossly negligent or guilty of willful misconduct in
the performance of duties to us;
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the director is adjudicated mentally incompetent; or
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the director has been found by a court or by the affirmative vote of a majority of the total number of authorized directors (whether or not any vacancies exist) to have breached his duty of loyalty to us or our
shareholders or to have engaged in a transaction with us from which the director derived an improper personal benefit.
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Texas
Anti-Takeover Law
We are subject to Subchapter M (the Business Combination Law) of Chapter 21 of the Texas Business
Organizations Code. In general, the Business Combination Law prevents an affiliated shareholder or its affiliates or associates from entering into or engaging in a business combination with an issuing public
corporation during the three-year period immediately following the affiliated shareholders acquisition of shares unless:
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before the date the person became an affiliated shareholder, the board of directors of the issuing public corporation approved the business combination or the acquisition of shares made by the affiliated shareholder; or
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not less than six months after the date the person became an affiliated shareholder, the business combination is approved by the affirmative vote of holders of at least
two-thirds
of the issuing public corporations outstanding voting shares not beneficially owned by the affiliated shareholder or its affiliates or associates.
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For the purposes of the Business Combination Law, an affiliated shareholder is defined generally as a person who is or was within
the preceding three-year period the beneficial owner of 20% or more of a corporations outstanding voting shares. A business combination is defined generally to include:
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mergers or share exchanges;
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dispositions of assets having an aggregate value equal to 10% or more of the market value of the assets or of the outstanding common stock representing 10% or more of the earning power or net income of the corporation;
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certain issuances or transactions by the corporation that would increase the affiliated shareholders number of shares of the corporation;
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certain liquidations or dissolutions; and
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the receipt of tax, guarantee, loan or other financial benefits by an affiliated shareholder of the corporation.
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An issuing public corporation is defined generally as a Texas corporation with 100 or more shareholders, any voting shares
registered under the Exchange Act, or any voting shares qualified for trading in a national market system.
The Business Combination Law
does not apply to a business combination of an issuing public corporation that elects not to be governed thereby through either its original articles of incorporation or bylaws or by an amendment thereof. Our articles of incorporation and bylaws do
not so provide, nor do we currently intend to make any such amendments.
The Business Combination Law may deter any potential unfriendly
offers or other efforts to obtain control of us that are not approved by our board. This may deprive our shareholders of opportunities to sell shares of our common stock at a premium to the prevailing market price.
In discharging the duties of a director under Texas law, a director, in considering the best interests of the Company, may consider the
long-term as well as the short-term interests of the Company and our shareholders, including the possibility that those interests may be best served by our continued independence.
Limitation of Director Liability and Indemnification Arrangements
Our articles of incorporation contain a provision that limits the liability of our directors as permitted by the Texas Business Organizations
Code. The provision eliminates the personal liability of a director to us and our shareholders for monetary damages for an act or omission in the directors capacity as a director. The provision does not change the liability of a director for
breach of his duty of loyalty to us or to our shareholders, for an act or omission not in good faith that constitutes a breach of duty of that director to the Company or an act or omission that involves intentional misconduct or a knowing violation
of law, for an act or omission for which the liability of a director is expressly provided for by an applicable statute, or in respect of any transaction from which a director received an improper personal benefit. Pursuant to our articles of
incorporation, the liability of directors will be further limited or eliminated without action by shareholders if Texas law is amended to further limit or eliminate the personal liability of directors.
Our bylaws provide for the indemnification of our officers and directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Texas Business Organizations Code. We have also entered into indemnification agreements with each of our directors and some of our officers that contractually provide for indemnification
and expense advancement and include related provisions meant to facilitate the indemnitees receipt of such benefits. In addition, we have purchased directors and officers liability insurance policies for our directors and officers
in the future. Our bylaws and these agreements with directors and officers provide for indemnification for amounts:
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in respect of the deductibles for these insurance policies;
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that exceed the liability limits of our insurance policies; and
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that are available, were available or become available to us or are generally available to companies comparable to us but which our officers or directors determine is inadvisable for us to purchase, given the cost.
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Such indemnification may be made even though our directors and officers would not otherwise be entitled to indemnification
under other provisions of our bylaws or these agreements.
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Description of Warrants
We may issue warrants to purchase debt securities, common stock, preferred stock, depositary shares or share purchase contracts of the Company
or any other entity or any combination of the foregoing. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants
under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.
As of
September 30, 2017, we had warrants outstanding to purchase 2,750,000 shares of our common stock subject to certain adjustments, exercisable only on a net share settlement basis.
The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering. We will file the form
of any warrant agreement with the SEC, and you should read the warrant agreement for provisions that may be important to you. The prospectus supplement will include some or all of the following terms:
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the title of the warrants;
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the aggregate number of warrants offered;
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the designation, number and terms of the debt securities, common stock, preferred stock, rights or other securities purchasable upon exercise of the warrants, and procedures by which the number of securities purchasable
may be adjusted;
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the exercise price of the warrants;
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the dates or periods during which the warrants are exercisable;
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the designation and terms of any securities with which the warrants are issued;
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if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
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if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
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any minimum or maximum amount of warrants that may be exercised at any one time; and
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any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants.
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Description of Depositary Shares
Shares of preferred stock may be offered either separately or represented by depositary shares. We may also, at our option, elect to offer
fractional shares of preferred stock. If we exercise this option, we will issue receipts for depositary shares, each of which will represent a fraction of a share of a particular series of preferred stock, to be described in an applicable prospectus
supplement.
The shares represented by depositary shares will be deposited under a deposit agreement between us and a bank or trust
company selected by us and having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable share or fraction thereof represented by the depositary share, to all of the rights and preferences, if any, of the share represented thereby, including any dividend, voting, redemption, conversion and liquidation
rights. The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement.
The particular terms of
the depositary shares offered by any prospectus supplement will be described in the prospectus supplement, which will also include a discussion of certain U.S. federal income tax consequences.
We will include a copy of the form of deposit agreement, including the form of depositary receipt, and any other instrument establishing the
terms of any depositary shares we offer as exhibits to a filing we will make with the SEC in connection with that offering. See Where You Can Find More Information.
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Description of Share Purchase Contracts
We may issue share purchase contracts representing contracts obligating holders, subject to the terms of such share purchase contracts, to
purchase from us, and us to sell to the holders, a specified or varying number of our common stock, preferred stock or other securities described in this prospectus at a future date or dates. Alternatively, the share purchase contracts may, subject
to the terms of such share purchase contracts, obligate us to purchase from holders, and obligate holders to sell to us, a specified or varying number of common stock, preferred stock or other securities described in this prospectus. The price per
unit of our common stock, preferred stock or other securities described in this prospectus and number of units may be fixed at the time the share purchase contracts are entered into or may be determined by reference to a specific formula set forth
in the share purchase contracts.
The applicable prospectus supplement will describe the terms of any share purchase contract. The share
purchase contracts will be issued pursuant to documents to be issued by us. You should read the particular terms of the documents, which will be described in more detail in the applicable prospectus supplement.
We will include a copy of the form of share purchase contract and any other instrument establishing the terms of any share purchase contracts
we offer as exhibits to a filing we will make with the SEC in connection with that offering.
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Description of Units
We may issue units of securities consisting of one or more of the following securities: common stock, preferred stock, debt securities,
guarantees, warrants, depositary shares, share purchase contracts or any combination thereof. We may evidence each series of units issued by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a
unit agent. Each unit agent will be a bank or trust company that we select. You should read the particular terms of these documents, which will be described in more detail in the applicable prospectus supplement.
If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable:
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the title of the series of units;
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identification and description of the separate constituent securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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if appropriate, a discussion of material U.S. federal income tax considerations; and
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any other terms of the units and their constituent securities.
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Selling Shareholders
We may register shares of common stock covered by this prospectus for
re-offers
and resales by selling
shareholders to be named in a prospectus supplement. We may register these shares to permit selling shareholders to resell their shares when they deem appropriate. A selling shareholder may resell all, a portion or none of such shareholders
shares at any time and from time to time. Selling shareholders may also sell, transfer or otherwise dispose of some or all of their shares of our common stock in transactions exempt from the registration requirements of the Securities Act. We do not
know when or in what amounts the selling shareholders may offer shares for sale under this prospectus and any prospectus supplement. We will not receive any proceeds from any sale of shares by a selling shareholder under this prospectus and any
prospectus supplement. We may pay some or all expenses incurred with respect to the registration of the shares of common stock owned by the selling shareholders, other than underwriting fees, discounts or commissions, which will be borne by the
selling shareholders. We will provide you with a prospectus supplement naming the selling shareholder(s), the amount of shares to be registered and sold and any other terms of the shares of common stock being sold by the selling shareholder(s).
Plan of Distribution
We and the selling shareholders may sell the securities on a delayed or continuous basis in and outside the United States through underwriters
or dealers, directly to purchasers, through agents or through a combination of these methods. The prospectus supplement for each offering that will set forth the terms of the offering and the method of distribution and will include the following
information, to the extent applicable to the offering covered by the prospectus supplement:
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the terms of the offering;
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the names of any underwriters or agents, and the respective amounts of securities underwritten or purchased by each of them;
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the name or names of any managing underwriter or underwriters;
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the name or names of any selling shareholder(s);
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the net proceeds to us or the selling shareholders from the sale of the securities;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
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Sale Through Underwriters or Dealers
If we or the selling shareholders use underwriters in the sale of securities, the underwriters will acquire the securities for their own
account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer
securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of
the underwriters to purchase the securities will be subject to conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or reallowed or paid to dealers.
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Underwriters may sell our common stock under this prospectus by any method permitted by law
deemed to be an at the market offering as defined in Rule 415 under the Securities Act, which includes sales made directly on the Nasdaq Global Select Market, on any other existing trading market for our common stock or to or through a
market maker, or in privately negotiated transactions. Unless we inform you otherwise in the prospectus supplement, the sales agent with respect to any such
at-the-market
offering will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreeable terms
between the sales agent and us.
During and after an offering through underwriters, the underwriters may purchase and sell the securities
in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if such offered securities are repurchased by the syndicate in stabilizing or covering transactions.
These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, these activities may be discontinued at any
time.
If we or the selling shareholders use dealers in the sale of securities, we or the selling shareholders will sell the securities to
them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The dealers participating in any sale of the securities may be deemed to be underwriters within the meaning of
the Securities Act with respect to any sale of those securities. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We
or the selling shareholders may sell the securities directly. In that event, no underwriters or agents would be involved. We or the selling shareholders may also sell the securities through agents we designate from time to time. In the prospectus
supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions or fees payable by us or the selling shareholders to the agent. Unless we inform you otherwise in the prospectus
supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We or the
selling shareholders may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We or the selling shareholders
will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we or the selling shareholders may authorize agents, underwriters or dealers to solicit offers
from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject
only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.
Remarketing
We may offer and sell any of
the securities in connection with a remarketing upon their purchase, in accordance with a redemption or repayment by their terms or otherwise, by one or more remarketing firms acting as principals for their own accounts or as our agents. We will
identify any remarketing firm, the terms of any remarketing agreement and the compensation to be paid to the remarketing firm in the prospectus supplement. Remarketing firms may be deemed underwriters under the Securities Act.
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Derivative Transactions
We or the selling shareholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to
third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in
settlement of those derivatives to close out any related open borrowings of stock.
We, the selling shareholders or one of our affiliates
may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in
connection with a simultaneous offering of other securities offered by this prospectus or otherwise.
The third parties in any of the sale
transactions described above will be underwriters and will be identified in the applicable prospectus supplement or in a post-effective amendment to the registration statement of which this prospectus forms a part.
General Information
In connection with
the sale of the securities, underwriters, dealers or agents may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from securities purchasers for whom they may act as
agent. Underwriters may sell the securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agent.
We or the selling shareholders may have agreements with the agents, dealers and underwriters to indemnify them against civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters, or their affiliates or associates, may engage in
transactions with us or the selling shareholders or perform services for us or the selling shareholders in the ordinary course of their businesses.
The securities may or may not be listed on a national securities exchange. We may elect to list any series of offered securities on an
exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a series of offered securities. However, they will not be obligated to do so and may discontinue market making at any time without notice.
We cannot assure you as to the liquidity of, or the trading market for, the securities.
To the extent required, this prospectus may be
amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities in respect of which this prospectus is delivered are set forth in the accompanying prospectus supplement.
We cannot assure you that the selling shareholders will sell all or any part of the securities to be listed under Selling
Shareholders in the applicable prospectus supplement.
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Legal Matters
The validity of the offered securities and other matters in connection with any offering of the securities will be passed upon for us by Baker
Botts L.L.P., Houston, Texas, our outside counsel. Any underwriters will be advised about legal matters relating to any offering by their own legal counsel, which will be named in the prospectus supplement.
Experts
The consolidated financial statements of Carrizo Oil & Gas, Inc. and its subsidiaries as of December 31, 2016 and 2015, and for
each of years in the three-year period ended December 31, 2016, and managements assessment of the effectiveness of internal control over financial reporting as of December 31, 2016 have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2016
financial statements refers to a change in method of accounting for deferred tax assets and liabilities.
The combined statement of
revenues and direct operating expenses of oil and gas property interests acquired by the Company from ExL Petroleum Management, LLC and ExL Petroleum Operating Inc. for the year ended December 31, 2016, included in Exhibit 99.2 of the
Companys Current Report on Form
8-K
filed on June 28, 2017, have been incorporated by reference herein in reliance upon the report of Johnson, Miller & Co., CPAs PC, independent
public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The
letter report of Ryder Scott Company, L.P., independent consulting petroleum engineers, and information with respect to our oil and gas reserves derived from such report, has been incorporated by reference into this prospectus upon the authority of
such firm as experts with respect to such matters covered in such report and in giving such report.
Where
You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You
may read and copy this registration statement and any other documents we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the Public Reference Room. Our SEC filings are also available to the public at the SECs Internet site at
http://www.sec.gov and our website at http://www.carrizo.com. In addition, copies of these reports, proxy statements and other information concerning us can also be inspected at the offices of the NASDAQ Stock Market LLC, which are located at 1735 K
Street N.W., Washington, D.C. 20006. Information on our website or any other website is not incorporated by reference in this prospectus and does not constitute part of this prospectus.
This prospectus is part of a registration statement and, as permitted by SEC rules, does not contain all of the information included in the
registration statement. Whenever a reference is made in this prospectus or any prospectus supplement to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the
exhibits that are part of or incorporated by reference into the registration statement.
The SEC allows us to incorporate by
reference into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to the documents containing such information. Information incorporated by reference is considered to
be part of this prospectus. Any statement
30
contained in this prospectus or a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus, any prospectus supplement or any other document subsequently filed with the SEC that is incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus.
We incorporate by reference the documents listed below and future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the effectiveness of this registration statement and until the termination of offerings under this prospectus, in each case excluding any information furnished but not filed, unless we specifically provide that such
furnished information is to be incorporated by reference:
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our annual report on Form
10-K
for the year ended December 31, 2016;
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our quarterly reports on Form
10-Q
for the periods ended March 31, 2017 and June 30, 2017;
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our current reports on Form
8-K
filed on May 16, 2017, June 28, 2017, July 3, 2017, July 14, 2017, July 24, 2017, August 11, 2017 and
October 25, 2017 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such current report on Form
8-K);
and
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the description of our capital stock in Exhibit 99.1 to our current report on Form
8-K
filed on December 9, 2010, as we may update that description from time to time.
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We will provide a copy of any and all of the information that is incorporated by reference in this prospectus to any
person, including a beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request. You may obtain a copy of these filings by writing or telephoning:
Carrizo Oil & Gas, Inc.
Attention: Investor Relations
500 Dallas Street, Suite 2300
Houston, Texas 77002
(713) 328-1000
31
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Unless otherwise stated in any prospectus supplement relating to an offering by selling shareholders, all expenses in connection with the
offering described in this registration statement will be paid by us. The amounts set forth below are estimates.
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SEC registration fee
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*
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Printing expenses
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**
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Accounting and engineers fees and expenses
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**
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Legal fees and expenses
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**
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Trustee and transfer agent fees and expenses
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**
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Rating agency fees and expenses
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**
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Miscellaneous
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**
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Total
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$
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*
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To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r).
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Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses that we anticipate we will incur in connection with the offering of securities under this registration statement.
An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.
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Item 15. Indemnification of Directors and Officers.
Limitation of Director Liability and Indemnification Arrangements
Texas Corporations.
Our articles of incorporation contain a provision that limits the liability of our directors as permitted by
the Texas Business Organizations Code. The provision eliminates the personal liability of a director to us and our shareholders for monetary damages for an act or omission in the directors capacity as a director. The provision does not change
the liability of a director for breach of his duty of loyalty to us or to our shareholders, for an act or omission not in good faith that constitutes a breach of duty of that director to the Company or an act or omission that involves intentional
misconduct or a knowing violation of law, for an act or omission for which the liability of a director is expressly provided for by an applicable statute, or in respect of any transaction from which a director received an improper personal benefit.
Pursuant to our articles of incorporation, the liability of directors will be further limited or eliminated without action by shareholders if Texas law is amended to further limit or eliminate the personal liability of directors.
Our bylaws provide for the indemnification of our executive officers and directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Texas Business Organizations Code. We have also entered into indemnification agreements with each of our directors and some of our officers that contractually provide for indemnification
and expense advancement and include related provisions meant to facilitate the indemnitees receipt of such benefits.
In addition,
we have purchased directors and officers liability insurance policies for our directors and officers. Our bylaws and these agreements with directors and officers provide for indemnification for amounts:
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in respect of the deductibles for these insurance policies;
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that exceed the liability limits of our insurance policies; and
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II-1
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that are available, were available or become available to us or which are generally available to companies comparable to us but which our officers or directors determine is inadvisable for us to purchase, given the cost
involved.
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Such indemnification may be made even though directors and officers would not otherwise be entitled to
indemnification under other provisions of our bylaws or these agreements.
Delaware Corporations.
Delaware law permits a
corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer in his or her capacity as such, to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except that such provision shall not eliminate or limit the liability of a director for (1) any breach of the directors duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under section 174 of the Delaware General Corporation Law (the DGCL) for unlawful payment of dividends or stock
purchases or redemptions or (4) any transaction from which the director derived an improper personal benefit.
The certificate of
incorporation and bylaws of each of Carrizo Marcellus Holding Inc., CLLR, Inc. and Hondo Pipeline, Inc. each authorize indemnification of such entitys officers and directors to the full extent permitted by law.
Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any type of
proceeding, other than an action by or in the right of the corporation, because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other entity, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding if: (1) he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was
unlawful. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses, including attorneys fees, actually and
reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made
if the person is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must also indemnify a present or former director or officer who has
been successful on the merits or otherwise in defense of any proceeding, or in defense of any claim, issue or matter therein, against expenses, including attorneys fees, actually and reasonably incurred by him or her. Expenses, including
attorneys fees, incurred by a director or officer, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of
such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware
law regarding indemnification and the advancement of expenses is not exclusive of any other rights a person may be entitled to under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Under the DGCL, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
proceeding, had reasonable cause to believe that his or her conduct was unlawful.
II-2
Delaware law also provides that a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against any liability
asserted against and incurred by such person, whether or not the corporation would have the power to indemnify such person against such liability.
Delaware Limited Liability Companies.
The limited liability company agreements of each of Bandelier Pipeline Holding, LLC,
Carrizo (Eagle Ford) LLC, Carrizo (Marcellus) LLC, Carrizo (Marcellus) WV LLC, Carrizo (Niobrara) LLC, Carrizo (Permian) LLC, Carrizo (Utica) LLC, and Mescalero Pipeline, LLC provide that their respective members, officers and directors will be
indemnified to the fullest extent that would be permitted by the DGCL as if each such entity were a corporation governed by the DGCL.
Item 16.
Exhibits
II-3
II-4
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EXHIBIT
NUMBER
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DESCRIPTION
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4.21
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Bylaws of Hondo Pipeline, Inc. (incorporated herein by reference to Exhibit 4.11 to the Companys Post-Effective Amendment to the Companys
Registration Statement on Form
S-3
(Registration
No. 333-142346)).
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4.22
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Certificate of Formation of Mescalero Pipeline, LLC (incorporated herein by reference to Exhibit 4.18 to the Companys Registration Statement
on Form
S-4
(Registration
No. 333-173812)).
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4.23
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Certificate of Amendment to the Certificate of Formation of Mescalero Pipeline, LLC (incorporated herein by reference to Exhibit 4.19 to the Companys
Registration Statement on Form
S-4
(Registration
No. 333-173812)).
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4.24
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Amended and Restated Limited Liability Company Agreement of Mescalero Pipeline, LLC (incorporated herein by reference to Exhibit 4.20 to the Companys
Registration Statement on Form
S-4
(Registration
No. 333-173812)).
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4.25
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Indenture among Carrizo Oil
& Gas, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as trustee, dated May 28, 2008 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K
filed on May 28, 2008 (File
No. 000-29187-87)).
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4.26
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First Supplemental Indenture dated May 28, 2008 between Carrizo Oil
& Gas, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form
8-K
filed on May 28, 2008 (File
No. 000-29187-87)).
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4.27
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Second Supplemental Indenture dated May 14, 2009 among Carrizo Oil
& Gas, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.21 to the Companys Registration Statement on Form
S-3
(Registration
No. 333-159237)).
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4.28
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Third Supplemental Indenture effective as of October 19, 2009 among Carrizo Oil
& Gas, Inc., Pecos Pipeline LLC and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.19 to the Companys Amendment No. 1 to the Companys Registration Statement on Form
S-3
(Registration
No. 333-159237)).
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4.29
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Fourth Supplemental Indenture dated November 2, 2010 among Carrizo Oil
& Gas, Inc. the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.2 to the Companys Current Report on Form
8-K
filed on November 2, 2010 (File
No. 000-29187-87)).
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4.30
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Fifth Supplemental Indenture dated November 2, 2010 among Carrizo Oil
& Gas, Inc. the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.3 to the Companys Current Report on Form
8-K
filed on November 2, 2010 (File
No. 000-29187-87)).
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4.31
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Sixth Supplemental Indenture dated May 4, 2011 among Carrizo Oil
& Gas, Inc. the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Companys Quarterly Report on Form
10-Q
for
the quarter ended March 31, 2011 (File
No. 000-29187-87)).
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4.32
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Seventh Supplemental Indenture dated May 4, 2011 among Carrizo Oil
& Gas, Inc. the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Quarterly Report on Form
10-Q
for
the quarter ended March 31, 2011
(File No. 000-29187-87)).
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II-5
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EXHIBIT
NUMBER
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DESCRIPTION
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4.33
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Eighth Supplemental Indenture dated August 5, 2011 among Carrizo Oil
& Gas, Inc. the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to the Companys Quarterly Report on Form
10-Q
for
the quarter ended June 30, 2011 (File
No. 000-29187-87)).
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4.34
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Ninth Supplemental Indenture dated August 5, 2011 among Carrizo Oil
& Gas, Inc. the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.4 to the Companys Quarterly Report on Form
10-Q
for
the quarter ended June 30, 2011 (File
No. 000-29187-87)).
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4.35
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Tenth Supplemental Indenture dated September 10, 2012 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, (incorporated herein by reference to Exhibit
4.2 to the Company Current Report on Form
8-K
filed on September 13, 2012 (File
No. 000-29187-87)).
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4.36
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Eleventh Supplemental Indenture dated November 6, 2012 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.1 to the Companys Quarterly Report on Form
10-Q
for the quarter ended September 30, 2012 (File
No.
000-29187-87)).
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4.37
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Twelfth Supplemental Indenture dated November 6, 2012 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.2 to the Companys Quarterly Report on Form
10-Q
for the quarter ended September 30, 2012 (File
No.
000-29187-87)).
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4.38
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Thirteenth Supplemental Indenture dated November 6, 2012 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to the Companys Quarterly Report on Form
10-Q
for
the quarter ended September 30, 2012 (File
No. 000-29187-87)).
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4.39
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Fourteenth Supplemental Indenture dated November 6, 2012 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.4 to the Companys Quarterly Report on Form
10-Q
for
the quarter ended September 30, 2012 (File
No. 000-29187-87)).
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4.40
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Fifteenth Supplemental Indenture dated October 30, 2014 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on
Form
8-K
filed on October 30, 2014 (File
No. 000-29187-87)).
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4.41
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Sixteenth Supplemental Indenture dated April 28, 2015 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on
Form
8-K
filed on April 28, 2015 (File
No. 000-29187-87)).
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4.42
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Seventeenth Supplemental Indenture dated May 20, 2015 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.1 to the Companys Current Report on Form
8-K
filed on May 22, 2015 (File
No. 000-29187-87)).
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4.43
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Eighteenth Supplemental Indenture dated May 20, 2015 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.2 to the Companys Current Report on Form
8-K
filed on May 22, 2015 (File
No. 000-29187-87)).
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II-6
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EXHIBIT
NUMBER
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DESCRIPTION
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4.44
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Nineteenth Supplemental Indenture dated May 20, 2015 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit
4.3 to the Companys Current Report on Form
8-K
filed on May 22, 2015 (File
No. 000-29187-87)).
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4.45
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Twentieth Supplemental Indenture dated July 14, 2017 among Carrizo Oil
& Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on July 14, 2017 (File
No. 000-29187-87)).
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4.46
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Officers Certificate, dated November 17, 2011, establishing $200.0
million aggregate principal amount of 8.625% Senior Notes due 2018 (incorporated herein by reference to Exhibit 4.5 to the Companys Current Report on Form
8-K
filed on November 17, 2011 (File
No. 000-29187-87)).
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4.47
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Officers Certificate dated February 23, 2015, establishing $300.0
million aggregate principal amount of 7.50% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.17 to the Companys Annual Report on Form
10-K
for the year ended December
31, 2014 (File
No. 000-29187-87)).
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4.48*
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Form of Indenture relating to subordinated debt securities of the Company.
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5.1*
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Opinion of Baker Botts L.L.P.
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12.1*
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Computation of ratio of earnings to fixed charges for each of the years in the five-year period ended December 31,
2016 and the
six-month
period ended June 30, 2017.
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23.1*
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Consent of KPMG LLP.
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23.2*
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Consent of Johnson, Miller & Co., CPAs PC.
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23.3*
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Consent of Ryder Scott Company, L.P.
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23.4*
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
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24.1*
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Powers of Attorney (included on signature pages).
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25.1*
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Form
T-1
Statement of Eligibility of Trustee with respect to the Senior Indenture.
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25.2*
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Form
T-1
Statement of Eligibility of Trustee with respect to the Subordinated Indenture.
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Incorporated by reference as indicated.
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We will file as an exhibit to a Current Report on Form
8-K
(i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock or warrants, (iii) any additional required opinions of counsel with respect to legality of the securities offered hereby or (iv) any required opinion of our
counsel as to certain tax matters relative to the securities offered hereby.
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II-7
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective
registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
provided, however
, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
II-8
(5) That, for the purpose of determining liability of the Registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the claim has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form
S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State
of Texas, on October 25, 2017.
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CARRIZO OIL & GAS, INC.
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BANDELIER PIPELINE HOLDING, LLC
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CARRIZO (EAGLE FORD) LLC
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CARRIZO (MARCELLUS) LLC
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CARRIZO (MARCELLUS) WV LLC
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CARRIZO (NIOBRARA) LLC
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CARRIZO (PERMIAN) LLC
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CARRIZO (UTICA) LLC
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CARRIZO MARCELLUS HOLDING INC.
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CLLR, INC.
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HONDO PIPELINE, INC.
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MESCALERO PIPELINE, LLC
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By:
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/s/ David L. Pitts
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Name: David L. Pitts
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Title: Vice President and Chief Financial Officer
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CARRIZO OIL & GAS, INC.
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
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SIGNATURE
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TITLE
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/s/ S.P. Johnson IV
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President, Chief Executive Officer and Director
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S.P. Johnson IV
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(Principal Executive Officer)
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/s/ David L. Pitts
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Vice President and Chief Financial Officer
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David L. Pitts
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(Principal Financial Officer)
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/s/ Gregory F. Conaway
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Vice President and Chief Accounting Officer
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Gregory F. Conaway
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(Principal Accounting Officer)
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/s/ Steven A. Webster
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Chairman of the Board
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Steven A. Webster
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/s/ Thomas L. Carter, Jr.
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Director
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Thomas L. Carter, Jr.
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/s/ Robert F. Fulton
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Director
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Robert F. Fulton
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/s/ F. Gardner Parker
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Director
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F. Gardner Parker
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/s/ Roger A. Ramsey
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Director
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Roger A. Ramsey
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/s/ Frank A. Wojtek
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Director
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Frank A. Wojtek
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BANDELIER PIPELINE HOLDING, LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts,Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
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SIGNATURE
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TITLE
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/s/ S.P. Johnson IV
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President, Chief Executive Officer and Director
|
S.P. Johnson IV
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(Principal Executive Officer)
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/s/ David L. Pitts
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Vice President and Chief Financial Officer
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David L. Pitts
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(Principal Financial Officer)
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/s/ Gerald A. Morton
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Director
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Gerald A. Morton
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/s/ Gregory F. Conaway
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Vice President and Chief Accounting Officer
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Gregory F. Conaway
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(Principal Accounting Officer)
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CARRIZO (EAGLE FORD) LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
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SIGNATURE
|
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TITLE
|
|
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/s/ S.P. Johnson IV
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|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
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Vice President and Chief Financial Officer
|
David L. Pitts
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(Principal Financial Officer)
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|
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/s/ Gerald A. Morton
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Director
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Gerald A. Morton
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/s/ Gregory F. Conaway
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Vice President and Chief Accounting Officer
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Gregory F. Conaway
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(Principal Accounting Officer)
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CARRIZO (MARCELLUS) LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
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SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
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Director
|
Gerald A. Morton
|
|
|
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/s/ Gregory F. Conaway
|
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Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
CARRIZO (MARCELLUS) WV LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
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SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
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Director
|
Gerald A. Morton
|
|
|
|
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/s/ Gregory F. Conaway
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Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
CARRIZO (NIOBRARA) LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
CARRIZO (PERMIAN) LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
CARRIZO (UTICA) LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
CARRIZO MARCELLUS HOLDING INC.
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
CLLR, INC.
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
HONDO PIPELINE, INC.
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
MESCALERO PIPELINE, LLC
Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton, and Gregory F. Conaway and each of them,
each of whom may act without the joinder of the others, as his true and lawful attorneys in fact and agents, will full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 25, 2017.
|
|
|
SIGNATURE
|
|
TITLE
|
|
|
/s/ S.P. Johnson IV
|
|
President, Chief Executive Officer and Director
|
S.P. Johnson IV
|
|
(Principal Executive Officer)
|
|
|
/s/ David L. Pitts
|
|
Vice President and Chief Financial Officer
|
David L. Pitts
|
|
(Principal Financial Officer)
|
|
|
/s/ Gerald A. Morton
|
|
Director
|
Gerald A. Morton
|
|
|
|
|
/s/ Gregory F. Conaway
|
|
Vice President and Chief Accounting Officer
|
Gregory F. Conaway
|
|
(Principal Accounting Officer)
|
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